Utukutu s.r.o., Registered office: Dlážděná 3, Prague 1
Company Identification Number: 07146370, Tax Identification Number: CZ07146370. The Seller is a VAT payer.
Contact person: Gabriela and Viktor Hrdina(hereinafter referred to as the "Seller")
1.1. These Wholesale Terms and Conditions (hereinafter referred to as the “GTC”) regulate in accordance with the provisions of § 1751 paragraph 1 of Act No. 89/2012 Coll., The Civil Code (hereinafter referred to as the “Civil Code”) mutual rights and obligations of the contracting parties arising in connection with or on the basis of a Purchase Contract (hereinafter referred to as the “Purchase Contract” or “Contract”), concluded between the Seller and the entrepreneur (hereinafter referred to as the “Buyer”).
1.2. The Seller is Utukutu s.r.o., Dlážděná 1491/3, Prague 1, 110 00, ID: 07146370, VAT: CZ07146370.
1.3. The Buyer is a natural or legal person who acts within the scope of their business activities when concluding and fulfilling the Purchase Contract. The Buyer is obliged to prove that they are an entrepreneur by presenting a trade license or other authorization.
1.4. The Purchase Contract is a bilateral legal act by which the Seller undertakes to hand over to the Buyer a movable property (goods) determined individually or in quantity and type and allow them to acquire ownership of this goods and the Buyer undertakes to take over the goods and pay the Seller the purchase price.
1.5. The provisions of the GTC are an integral part of the Purchase Contract. The Purchase Contract and the GTC are drawn up in the English language. The Purchase Contract can be concluded in the English language.
1.6. Relationships not regulated by these GTC are governed by the Civil Code of the Czech republic. Provisions deviating from the GTC can be agreed in the Purchase Contract. Deviating provisions in the Purchase Contract take precedence over the provisions of the GTC.
1.7. The wording of the GTC may be changed or supplemented by the Seller. This provision does not affect the rights and obligations arising during the period of validity of the previous version of the GTC.
2.1. The offer to conclude a Purchase Contract is an order of goods by the Buyer. The Purchase Contract is created by the acceptance of the offer by the Seller. When buying via email, the Purchase Contract is created by delivering the acceptance of the order (Order Confirmation), which is sent by the Seller to the Buyer by email, to the Buyer's email address.
2.2. The order can be placed via email.
2.3. When ordering goods, the Buyer shall state the exact name of the product or the number of goods according to the wholesale price list and catalogue of the Seller, the required quantity, method of delivery (transport) and method of payment.
2.4. The Seller is not obliged to confirm the received order. An unconfirmed order is not binding for the Seller.
3.1. The Buyer may pay the Seller the price of the goods and any costs associated with the delivery of goods under the Purchase Contract in the following way:
3.2. Along with the purchase price, the Buyer is obliged to pay the Seller the costs associated with packaging and delivery of goods in the agreed amount. Unless expressly stated otherwise, the purchase price also includes the costs associated with the delivery of goods.
3.3. The purchase price is payable within 3 days of concluding the Purchase Contract.
3.4. The Buyer is obliged to pay the purchase price of the goods including the variable symbol of the payment. The Buyer's obligation to pay the purchase price is fulfilled when the relevant amount is credited to the Seller's account or to the account for this purpose specified by the Seller.
3.5. The Seller is entitled to demand payment of the full purchase price before sending the goods to the Buyer. The provisions of § 2119 par. 1 of the Civil Code of the Czech republic shall not apply.
3.6. Any discounts on the price of goods provided by the Seller to the Buyer cannot be combined with each other.
3.7. In the event of the Buyer's delay in payment for the ordered goods, the Buyer is obliged to pay the Seller a contractual penalty of 0.1% per day of the amount due until payment. Payment of the contractual penalty does not affect the right to damages.
3.8. If it is customary in business relations or if so stipulated by generally binding legal regulations, the Seller shall issue a tax document - an invoice - to the Buyer regarding payments made on the basis of the Purchase Contract. The Seller is a payer of value added tax. The tax document - invoice will be issued by the Seller to the Buyer after payment of the price of the goods and delivery of the goods and will be sent in electronic form to the Buyer's electronic address.
4.1. The Buyer acknowledges that according to the provisions of § 1837 of the Civil Code, it is not possible to withdraw from the Purchase Contract for the supply of goods, which was modified according to the wishes of the Buyer.
4.2. Until the goods are taken over by the Buyer, the Seller is entitled to withdraw from the Purchase Contract at any time. In such a case, the Seller will return the purchase price to the Buyer to the account communicated to them for this purpose by the Buyer or the account from which the funds were transferred to pay the purchase price (if the Buyer does not notify the Seller within 5 days of withdrawal).
4.3. The Seller is also entitled to withdraw from the contract if the Buyer is in arrears with payment of the purchase price of the goods for more than 14 days.
4.4. The Buyer is not entitled to withdraw from the Contract regarding goods that have been delivered properly, on time and without defects.
4.5. Withdrawal must be made in writing and, in the case of Contracts negotiated electronically, also electronically. Withdrawal from the Contract is effective by delivery of the notice of withdrawal to the other party.
4.6. If a gift is provided to the Buyer together with the goods, the gift contract between the Seller and the Buyer is concluded with the untying condition that if the Purchase Contract is withdrawn by either party, the gift contract for such a gift loses its effect and the Buyer is obliged to return the gift provided together with the goods to the Seller.
4.7. The Seller is entitled to unilaterally set off the right to compensation for damage caused to the goods against the Buyer's right to a refund of the purchase price.
5.1. Based on the agreement of the contracting parties, the Seller may arrange for the Buyer to transport the goods and insure the goods for the duration of the transport. The Buyer is obliged to pay the price of transport and insurance according to the valid tariff of the carrier. Delivery of the goods to the Buyer is considered to be the handover of the goods to the first carrier.
5.2. If the mode of transport is contracted on the basis of a special request of the Buyer, the Buyer bears the risk and any additional costs associated with this mode of transport.
5.3. If, according to the Purchase Contract, the Seller is obliged to deliver the goods to the place specified by the Buyer in the order, the Buyer is obliged to take over the goods upon delivery.
5.4. In the event that for reasons on the side of the Buyer it is necessary to deliver the goods repeatedly or in another way than specified in the order, the Buyer is obliged to pay the costs associated with repeated delivery of goods, respectively costs associated with another method of delivery.
5.5. Upon receipt of the goods from the carrier, the Buyer is obliged to check the integrity of the packaging of the goods and in case of any defects immediately notify the carrier and the Seller. The Buyer is obliged to take photos and document the detected defects and send this documentation to the Seller together with the notification of the defect. The Buyer is obliged to write a report with the carrier about the defects. If a defect report is not drawn up, the Buyer loses the claims arising from the damaged packaging of the goods.
5.6. Other rights and obligations of the parties in the transport of goods may be governed by the special delivery conditions of the Seller, if issued by the Seller.
6.1. The rights and obligations of the contracting parties regarding the Seller's liability for defects, including the Seller's warranty liability, are governed by the relevant generally binding regulations (especially the provisions of the Civil Code).
6.2. The Seller is responsible to the Buyer for the fact that the sold goods are in accordance with the Purchase Contract, i.e. that the goods are delivered to the Buyer in the agreed quantity, quality and design, or according to the agreed sample or model, or according to the purpose apparent from the contract; otherwise for the usual purpose. A defect of the goods is also considered to be a situation where the Seller delivers to the Buyer other goods than those agreed between them.
6.3. The Seller does not provide any guarantee for quality.
6.4. The provisions set out in Article 6.2 of the GTC shall not apply to goods sold at a lower price for a defect for which a lower price was agreed, to wear of the goods caused by its normal use, to used goods for a defect corresponding to the degree of use or wear of the goods, or if it follows from the nature of the goods. The difference in color shades in reality and on electronic display devices cannot be considered a defect of the goods.
6.5. The rights of defective performance do not belong to the Buyer, if they knew about the defect before taking over the goods or caused the defect themselves.
6.6. The rights of the Buyer from defective performance are governed in particular by the provisions of Sections 2099 to 2117 of the Civil Code. The Buyer is obliged to inform the Seller about the chosen method of resolving the complaint when notifying the defect, otherwise the Seller will decide on it. The choice made can be changed only after agreement with the Seller. If the Buyer considers the defect to be a material breach of contract, they are obliged to prove it to the Seller.
6.7. The Buyer acknowledges that until they exercise their right to a discount on the purchase price or withdraw from the contract, the Seller is entitled to deliver the missing goods or eliminate the legal defect (especially to deliver the missing documents).
6.8. The rights arising from defective performance are exercised by the Buyer with the Seller at the address of their establishment, where the acceptance of the complaint is possible with regard to the range of goods sold.
6.9. Other rights and obligations of the parties related to the Seller's liability for defects may be regulated by the Seller's complaint procedure.
7.1. The Buyer acquires ownership of the goods by paying the full purchase price of the goods (including packaging and delivery costs), but not before taking over the goods.
7.2. The risk of damage to the Buyer passes at the moment of taking over the goods at the Seller's premises or from the carrier or at the moment when the Buyer is in delay with taking over the goods in accordance with the provisions of § 2121 paragraph 2 of the Civil Code and the Seller allows them to handle the goods.
7.3. The Buyer hereby assumes the risk of a change of circumstances in the sense of § 1765 paragraph 2 of the Civil Code.
7.4. The Buyer acknowledges that the offering, advertising and sale of all variants of the Utukutu Spectra product in the territory of Germany is prohibited. In the event of a breach of this prohibition, the Buyer assumes all responsibility for any disputes that may arise as well as claims asserted by third parties towards the Seller.
8.1. The protection of personal data of the Buyer, who is a natural person, is provided by Act No. 101/2000 Coll., On the protection of personal data, as amended.
8.2. The Buyer agrees to the processing of the following personal data: name and surname, billing and shipping address, identification number, tax identification number, email address, telephone number (hereinafter collectively referred to as "personal data").
8.3. The Buyer agrees to the processing of personal data by the Seller, for the purposes of exercising the rights and obligations under the Purchase Contract. Unless the Buyer chooses another option, they agree to the processing of personal data by the Seller also for the purpose of sending information and business messages to the Buyer. Consent to the processing of personal data in full according to this article is not a condition that would in itself make it impossible to conclude a Purchase Contract.
8.4. The Buyer acknowledges that they are obliged to state their personal data (during requesting price-list, when ordering via email) correctly and truthfully and that they are obliged to inform the Seller without undue delay of any change in their personal data.
8.5. The Seller may authorize a third party to process the Buyer's personal data as a processor. Apart from the persons transporting the goods, personal data will not be passed on to third parties by the Seller without the prior consent of the Buyer.
8.6. Personal data will be processed for an indefinite period. Personal data will be processed in electronic form in an automated manner or in printed form in a non-automated manner.
8.7. The Buyer confirms that the personal data provided is accurate and that he was informed that this is a voluntary provision of personal data.
8.8. In the event that the Buyer believes that the Seller or processor (Article 8.5) performs the processing of their personal data, which is contrary to the protection of private and personal life of the Buyer or contrary to law, especially if personal data are inaccurate with respect to for the purpose of their processing, may:
8.8.1. ask the Seller or processor for an explanation,
8.8.2. require the Seller or processor to remedy the situation thus created.
8.9. If the Buyer requests information about the processing of their personal data, the Seller is obliged to provide this information. The Seller has the right to demand a reasonable payment for the provision of information according to the previous sentence, not exceeding the costs necessary for the provision of information.
9.1. The Buyer agrees to the sending of information related to the goods, services or business of the Seller to the electronic address of the Buyer and further agrees to the sending of commercial communications by the Seller to the electronic address of the Buyer.
10.1. Communications can be delivered to the Buyer's email address.
11.1. Relationships and any disputes that may arise on the basis of the Purchase Contract will be resolved exclusively in accordance with the law of the Czech Republic and will be resolved by the competent courts of the Czech Republic. The UN Convention on Contracts for the International Sale of Goods does not apply.
11.2. If some provisions of the GTC should be invalid or ineffective at the time of their creation, or if they become invalid or ineffective later, this does not affect the validity and effectiveness of other provisions of the GTC. Instead of invalid provisions of the GBC, the provisions of valid legal regulations of the Czech Republic shall be used, which are closest in content and purpose to the content and purpose of the GTC.
11.3. The Purchase Contract, including the GTC, is archived by the Seller in electronic form and is not accessible.
11.4. Contact details of the Seller: Utukutu s.r.o., Dlážděná 1491/3, 110 00 Prague 1, hello (@) utukutu.eu, phone 731 579 915.
In Prague on 17.12.2020